FoH 90% is VERY important

[Philfigo]

This lot have taken over with an share of less than 30% of Hibs. Now it's loan deal after loan deal, wonder if the parent club pays the full wage then Hibs will save a fortune on wages every year and the Gordon's and Black knights will take any profits out year on year from saved wages. Thus leaving Hibs with owning very little of the players and no money to buy any and even if they did have some cash they wouldn't because that's not the model of a feeder club. The only thing they might get out thus is better facilities as the Black Knights will want there loan players to have good facilities to train them. 

Edited February 5 by Philfigo

[Australis]

58 minutes ago, 1971fozzy said:

Do sevco not dilute their shares every time they need another £20m or so.

That was my thought too.

Going the same way as the sevco zombies sprung to mind.

 

Diluting shares.

 

[EH11 2NL]

3 hours ago, Vlad Magic said:

Flats anyone?

 

Glorious flats perhaps?

Oh they'd be so ****ing glorious 

[leipzig76]

Have the media pundits been out yet shouting Fire ! From the rooftops a la when Romanov took over ?

[Malinga the Swinga]

46 minutes ago, Footballfirst said:

FOH urgently needs to look at its own governance (AoAs) to ensure that it can effectively manage any requirement for new investment in the club, as currently there are too many ifs, buts and maybes in what they are required to do in terms of the membership.

 

Consultation requirements need to be clarified, as do the voting thresholds of 90%, 75% and 50% appropriate to specific club actions.

 

One thing that could be considered is swapping it's 75% holding for a single golden share, which would carry the voting rights of 75%+1, 50%+1 or 25%+1, depending on how far FOH wants to go in terms of diluting its holding in return for investment in the club.

 

 

FoH does not need to do any such thing. We, as members, are responsible for the model we have it's one tan satisfactory.

Your constant sniping at FoH has been going on since it started and yet here we are, supporter owned, 3rd in league, new stand built and hotel open and running.

Maybe, and I appreciate you won't believe this is possible, it is you that's wrong.

[York Ninja]

2 hours ago, Victorian said:

 

They were already bailed out of debt in a refinancing arrangement with Farmer.  Their main creditor (bank) only recouped a part of their credit.  It more or less amounted to a quasi-insolvency event that sidestepped formal administration and subsequent football sanctions.

Yeah, they like to go on about us stiffing Lithuanian creditors but they stiffed a lot of Bank of Scotland customers (including myself).  I think aberdeen and dundee utd also had some bad debt written off iirc

[Vlad Magic]

I think the key word to use appropriately here is control.

 

Hibs fans have none. It’s been relinquished. Disappeared.

 

What happens next either good or bad they haven’t a say.

[NaturalOrder74]

The Bournemouth club store to open at Easter road and friendlies against their parent club should raise loads anyway nothing for them to worry about imo 

[Footballfirst]

5 minutes ago, Malinga the Swinga said:

FoH does not need to do any such thing. We, as members, are responsible for the model we have it's one tan satisfactory.

Your constant sniping at FoH has been going on since it started and yet here we are, supporter owned, 3rd in league, new stand built and hotel open and running.

Maybe, and I appreciate you won't believe this is possible, it is you that's wrong.

This is what the FOH articles say about voting on HMFC resolutions. Now please point out where there is an explanation of what the highlighted bit actually entails. IMO it allows the FOH Board to determine what level of consultation is required.

 

32.6 Prior to casting the Company’s votes on a reserved matter at a general meeting of HoM plc, the directors shall, so far as reasonably practicable, ascertain the wishes of Members who would be entitled under these articles to vote on any resolution proposed to consider the reserved matter.
32.7 In this article, “reserved matter” means a matter which, under the articles of association of HoM plc or any agreement between HoM plc and the Company, is reserved for approval by shareholders in HoM plc or by the Company in its capacity as a shareholder.

[Wee Mikey]

 

Just now, Vlad Magic said:

I think the key word to use appropriately here is control.

 

Hibs fans have none. It’s been relinquished. Disappeared.

 

What happens next either good or bad they haven’t a say.

 

Aww, eff it ...

 

Let's just ...

 

 

We'll be partying when they are in their beds ...

 

Same as it ever was ...

[Vlad Magic]

1 minute ago, Wee Mikey said:

 

 

Aww, eff it ...

 

Let's just ...

 

 

We'll be partying when they are in their beds ...

 

Same as it ever was ...

Would be easy however a little restraint required.

 

Hold off with emotional responses till things pan out so we can fully work out how this deal is being played.

[Wee Mikey]

8 minutes ago, Vlad Magic said:

Would be easy however a little restraint required.

 

Hold off with emotional responses till things pan out so we can fully work out how this deal is being played.

 

Nah ... we're gonna ... kick Monty right in his nuts when he turns up at Tynie with his squad of teenagers and has-beens.

 

 

[1971fozzy]

24 minutes ago, NaturalOrder74 said:

The Bournemouth club store to open at Easter road and friendlies against their parent club should raise loads anyway nothing for them to worry about imo 

like how St Mirren had Celtics store embedded in their stand.  I get it 👍

[Footballfirst]

Here's an example of how multi club ownership can play out.

 

 

[Jambo-Fox]

25 minutes ago, Footballfirst said:

This is what the FOH articles say about voting on HMFC resolutions. Now please point out where there is an explanation of what the highlighted bit actually entails. IMO it allows the FOH Board to determine what level of consultation is required.

 

32.6 Prior to casting the Company’s votes on a reserved matter at a general meeting of HoM plc, the directors shall, so far as reasonably practicable, ascertain the wishes of Members who would be entitled under these articles to vote on any resolution proposed to consider the reserved matter.
32.7 In this article, “reserved matter” means a matter which, under the articles of association of HoM plc or any agreement between HoM plc and the Company, is reserved for approval by shareholders in HoM plc or by the Company in its capacity as a shareholder.

The FOH Board can propose / suggest what is ‘reasonable’ however any member of group of members can challenge it …. they’ve got to be seen to be reasonable and if at any time they’re not then the members who elected them must look in the mirror and ask themselves why!!

 

Is there really a problem with this! Don’t think so ….

[Rods]

8 minutes ago, Footballfirst said:

Here's an example of how multi club ownership can play out.

 

 

This was similar to us with Kaunas was it not?

 

They signed the players and immediately sent them to us. 

[Footballfirst]

1 minute ago, Rods said:

This was similar to us with Kaunas was it not?

 

They signed the players and immediately sent them to us. 

Good comparison, although Hearts was the big club in the group.

[Lone Striker]

21 minutes ago, Footballfirst said:

Here's an example of how multi club ownership can play out.

 

 

Is this not a bit odd ?  Fabrizio ROmano is well-versed in who owns what, yet says the parent club is Girona - is it just a slip of his memory, or is this Colin Millar chap wrong ?

 

 

 

[Lone Striker]

16 minutes ago, Rods said:

This was similar to us with Kaunas was it not?

 

They signed the players and immediately sent them to us. 

I never understood what was going on with how the Kaunas-to-Hearts thing worked.  Why did Romanov work that way ?  WHat rule/law was he exploiting that made the process advantageous ?   And advantageous to who ? 

[FWJ]

4 hours ago, pettigrewsstylist said:

Should have built a hotel.

Rooms by the hour.

[1971fozzy]

14 minutes ago, Lone Striker said:

I never understood what was going on with how the Kaunas-to-Hearts thing worked.  Why did Romanov work that way ?  WHat rule/law was he exploiting that made the process advantageous ?   And advantageous to who ? 

did Kaunas not pay some wages or something ? 

[Cairneyhill Jambo]

12 minutes ago, Lone Striker said:

I never understood what was going on with how the Kaunas-to-Hearts thing worked.  Why did Romanov work that way ?  WHat rule/law was he exploiting that made the process advantageous ?   And advantageous to who ? 

I might be wrong but he loaned players to Hearts from Kaunas so he didn't have to pay a higher tax rate in the UK. The tax rate was lower in Lithuania. 

[pettigrewsstylist]

1 hour ago, Footballfirst said:

This is what the FOH articles say about voting on HMFC resolutions. Now please point out where there is an explanation of what the highlighted bit actually entails. IMO it allows the FOH Board to determine what level of consultation is required.

 

32.6 Prior to casting the Company’s votes on a reserved matter at a general meeting of HoM plc, the directors shall, so far as reasonably practicable, ascertain the wishes of Members who would be entitled under these articles to vote on any resolution proposed to consider the reserved matter.
32.7 In this article, “reserved matter” means a matter which, under the articles of association of HoM plc or any agreement between HoM plc and the Company, is reserved for approval by shareholders in HoM plc or by the Company in its capacity as a shareholder.

Reasonably practicable would be a vote surely.

[Footballfirst]

1 minute ago, Cairneyhill Jambo said:

I might be wrong but he loaned players to Hearts from Kaunas so he didn't have to pay a higher tax rate in the UK. The tax rate was lower in Lithuania. 

There was definitely a tax element to the arrangement, which HMRC objected to. Hearts were deemed liable for something around £1.5m.

 

A time to pay arrangement was agreed, but Hearts went into administration before any payment of the debt was made.

 

Incidentally, HMRC voted against the CVA as a result.

[Section Q]

If the management of Hibs continues as expected, then the £6m injection of funds will disappear and they'll be no further forward. It's looking like another manager will also soon be on the pay roll.

[Lone Striker]

3 minutes ago, Footballfirst said:

There was definitely a tax element to the arrangement, which HMRC objected to. Hearts were deemed liable for something around £1.5m.

 

A time to pay arrangement was agreed, but Hearts went into administration before any payment of the debt was made.

 

Incidentally, HMRC voted against the CVA as a result.

Ah,  I have a vague memory of reading about that when the CVA was being considered by the creditors.   Did Hearts end up paying something to HMRC voluntarily after Budge took us out of Admin  ?

 

 

[iainmac]

5 hours ago, martoon said:

 

There was a Ripo Minsk, iirc.

 

Like Kaunas, they no longer exist.

 

Only the top club of Romanov's group survived.

 

Bye, bye Hibees. It's been fun but the end is in sight.

 

 

 

MTZ Ripo, now Partisan Minsk. 

[Footballfirst]

37 minutes ago, Lone Striker said:

Ah,  I have a vague memory of reading about that when the CVA was being considered by the creditors.   Did Hearts end up paying something to HMRC voluntarily after Budge took us out of Admin  ?

HMRC didn't get anything out the CVA, nor did any of the unsecured creditors. 

 

However the "football creditors" were paid off following administration from the first tranche of FOH money. They were paid to avoid further sanctions from the football authorities.

[stirlo]

5 hours ago, Footballfirst said:

90% only applies to the SALE of FOH shares.

 

If the club wishes to create new shares in return for new investment, than it is just treated as an ordinary resolution and a 50%+1 vote, as long as all existing shareholders are offered first refusal and the opportunity to buy the new shares in proportion to their current holding.

 

If the club wishes to offer new shares to a specific investor, then it needs to disapply the pre-emption rights of existing shareholders (first refusal as above). That requires a special resolution and a 75%+1 vote.

 

Either resolution would require FOH as the majority shareholder to agree to such a share issue (and any resultant dilution). FOH for their part are only obliged to consult with its membership before agreeing to such a motion. What consultation means is a moot point.  It could be a full vote of all active members, or just a poll or meeting of a select few representatives. One would hope that it would be a full vote, but that may require just a simple majority to determine whether or not FOH would vote in favour of any HMFC motion.  

 

If I am understanding your point correctly, the issue is essentially that in theory at least the board of FOH could - as the majority shareholder in the club, vote to waive pre-emption rights and for the club to issue new shares without requiring a 90% vote of the FOH members. Which means that in theory FOH's shareholding could be diluted without the FOH members getting a vote. If this is the case, it does seem problematic and the meaning of consultation definitely needs to be clarified in the articles of FOH - or preferably, the articles should be amended to specify that a 90% vote is required for FOH to agree to any new issue of shares by the club.     

[Lone Striker]

41 minutes ago, Footballfirst said:

HMRC didn't get anything out the CVA, nor did any of the unsecured creditors. 

 

However the "football creditors" were paid off following administration from the first tranche of FOH money. They were paid to avoid further sanctions from the football authorities.

CHeers FF.  Your knowledge and recollection of all this stuff is very much appreciated. 👍 

[Footballfirst]

41 minutes ago, stirlo said:

 

If I am understanding your point correctly, the issue is essentially that in theory at least the board of FOH could - as the majority shareholder in the club, vote to waive pre-emption rights and for the club to issue new shares without requiring a 90% vote of the FOH members. Which means that in theory FOH's shareholding could be diluted without the FOH members getting a vote. If this is the case, it does seem problematic and the meaning of consultation definitely needs to be clarified in the articles of FOH - or preferably, the articles should be amended to specify that a 90% vote is required for FOH to agree to any new issue of shares by the club.     

I had a discussion with an FOH director a couple of months ago who agreed that the Articles needed updated to reflect some of the issues I was concerned about (one has already been done). I understand that Gerry Mallon is planning such a review to make them future proof and to deal with potential problems like share issues.

 

I personally don't agree with the need for the 90%. Perhaps the FOH Board will revisit it as part of the review. The last vote on it was 72% to 28% in favour of a 75% threshold, but the motion itself needed a 75% vote, so wasn't carried, despite a clear majority in favour. That is a situation that could be magnified should the use of a super majority be extended, with just 10% of members able to block a resolution.

Edited February 6 by Footballfirst

[Sooks]

4 hours ago, Lone Striker said:

I never understood what was going on with how the Kaunas-to-Hearts thing worked.  Why did Romanov work that way ?  WHat rule/law was he exploiting that made the process advantageous ?   And advantageous to who ? 

 

3 hours ago, 1971fozzy said:

did Kaunas not pay some wages or something ? 

 

3 hours ago, Cairneyhill Jambo said:

I might be wrong but he loaned players to Hearts from Kaunas so he didn't have to pay a higher tax rate in the UK. The tax rate was lower in Lithuania. 

Romanov signed players to FBK and paid their wages through them . This meant he did not have to pay as much tax as he would have had to had he signed them directly for Hearts . This was later challenged by HMRC and we were hit with a bill 

 

2 hours ago, stirlo said:

 

If I am understanding your point correctly, the issue is essentially that in theory at least the board of FOH could - as the majority shareholder in the club, vote to waive pre-emption rights and for the club to issue new shares without requiring a 90% vote of the FOH members. Which means that in theory FOH's shareholding could be diluted without the FOH members getting a vote. If this is the case, it does seem problematic and the meaning of consultation definitely needs to be clarified in the articles of FOH - or preferably, the articles should be amended to specify that a 90% vote is required for FOH to agree to any new issue of shares by the club.     

I hope we do look to clarify what can be deemed “ reasonable “ as that is a good thing , but I have very little concern that this will ever become a problem . Still , it is good to have it cast in iron . 90 % however is absolutely fine and should remain 

[stirlo]

8 hours ago, Footballfirst said:

I had a discussion with an FOH director a couple of months ago who agreed that the Articles needed updated to reflect some of the issues I was concerned about (one has already been done). I understand that Gerry Mallon is planning such a review to make them future proof and to deal with potential problems like share issues.

 

I personally don't agree with the need for the 90%. Perhaps the FOH Board will revisit it as part of the review. The last vote on it was 72% to 28% in favour of a 75% threshold, but the motion itself needed a 75% vote, so wasn't carried, despite a clear majority in favour. That is a situation that could be magnified should the use of a super majority be extended, with just 10% of members able to block a resolution.

 

Yes - it sounds like the Articles weren't quite thought through in the first place, as whether it's a 75% or 90% majority that's required, if no vote at all is required for new issues of shares by the club and waiver of pre-emption rights, the majority becomes rather academic. I must say that personally I am in favour of the 90% simply because I'm convinced that fan ownership - while by no means without its challenges - is the best way of guaranteeing the future of the club. I also think that with FFP rules clearly becoming a norm across Europe, outside investment could actually create a lot of issues for clubs in terms of staying within the rules. 

[gregzy2k7]

Foh takeover and becoming fan owned geniunely was one of the best things that ever happened to our great club, It ensures that we will not just be bought over by some mad man with an open cheque book who sees us as a new toy to play with or worse someone who buys us to use us as a feeder club for an EPL side.

 

I'm extremely happy that this is the case and it should be kept this way for as long as we exist, 

 

I do think that we should be more open to outside investment though, but never for outside parties to gain ownership or control of the football club again.

 

Also as a side note, It's absolutely fantastic to have Mr Anderson invest so much into us as well.

[Montgomery Brewster]

18 hours ago, jamboozy said:

As alluded to on the’ here’s how we’re feeling tonight’ thread, if Foley can buy out the Gordon’s shares, they could have a Vlad like situation. I would worry tbh.

That foley ***** is 79. He will be 💀 soon enough and those vermin mugs will soon find offspring of this yank will have zero interest in their shithole

[jamboozy]

6 minutes ago, Montgomery Brewster said:

That foley ***** is 79. He will be 💀 soon enough and those vermin mugs will soon find offspring of this yank will have zero interest in their shithole

True enough. After what we went through, and the vermin took great glee in it, if I were them I would be worried.

    I very much doubt they would have the tenacity and drive we had to help save our club. I think they would perish.

[Vlad Magic]

23 minutes ago, jamboozy said:

True enough. After what we went through, and the vermin took great glee in it, if I were them I would be worried.

    I very much doubt they would have the tenacity and drive we had to help save our club. I think they would perish.

They abuse the concessions ST system and steal I Pads.

 

You seriously think they would save their own club?

 

Tick tock for Hibs 🤣

[Percival King]

26 minutes ago, Vlad Magic said:

They abuse the concessions ST system and steal I Pads.

 

You seriously think they would save their own club?

 

Tick tock for Hibs 🤣

I do actually think they would save their own club. Probably an unpopular view on here, but a lot of Hibs fans aren't hugely different from Hearts fans, just a bit more bitter and battered by living in our shadow. I've got Hibs fans in my family and have worked with loads down the years and a lot of them are as committed to their club as we are. But they do have their share of cretins.

And if the Hibs fans couldn't save the club then to raise funds, Irvine Welsh could write another book, Grant Stott could turn it into a panto, The Proclaimers could write the music for it and Dougray Scott could turn it into a film. And Andy Murray could bounce a tennis ball on his racquet.

[loveofthegame]

17 hours ago, jbee647 said:

Sorry but this is way too much Hibs.net 2005, way too many financial experts on here getting there tuppence worth in

as we are all aware, what will be will be, and no one knows how this plays out

let them worry about it, we are better than that

 

I agree, this thread all feels very Serge (or whatever that weird guys name was)... 

Edited February 6 by loveofthegame

[SUTOL]

2 hours ago, Montgomery Brewster said:

That foley ***** is 79. He will be 💀 soon enough and those vermin mugs will soon find offspring of this yank will have zero interest in their shithole

 

It's not just a Foley family operation. 

 

It's a 'proper' company set up with different investors involved. When Foley passes on I doubt it will be his kids that end up running things and worrying about their inheritance.

 

 

[Sooks]

40 minutes ago, loveofthegame said:

 

I agree, this thread all feels very Serge (or whatever that weird guys name was)... 

 

I disagree . If we were actively mobilising and trying hurt them financially and stop a CVA then that would be a different story 

 

This is happening just over the road from us and it looks like it will be an absolute disaster to me . I started the thread because I hoped people would look at what is happening over there and it would twig that we need to do everything we can to not find ourselves in a similar position 

 

Do I want them to be liquidated ? Yes

 

Would I lift a finger to help ? No

 

Would I do anything to try and expedite it ? No

 

The most important thing here is that we make sure any loopholes that could lead to a situation like this at Hearts are closed

[loveofthegame]

33 minutes ago, Sooks said:

 

I disagree . If we were actively mobilising and trying hurt them financially and stop a CVA then that would be a different story 

 

This is happening just over the road from us and it looks like it will be an absolute disaster to me . I started the thread because I hoped people would look at what is happening over there and it would twig that we need to do everything we can to not find ourselves in a similar position 

 

Do I want them to be liquidated ? Yes

 

Would I lift a finger to help ? No

 

Would I do anything to try and expedite it ? No

 

The most important thing here is that we make sure any loopholes that could lead to a situation like this at Hearts are closed

 

 Haha fair play and I agree with the responses to each of your three questions and very much your final point (albeit we have to be open to outward investment too, within the right parameters).I just think trying to predict the future and what Foley has in store for them risks us becoming like they were when Romanov was in charge.

 

One thing is for sure though, their latest figures are certainly unsustainable. 

 

I certainly know how I want all this to play out... and it isn't with a happy ending for the Hibees...

Edited February 6 by loveofthegame

[leginten]

1 hour ago, Percival King said:

I do actually think they would save their own club. Probably an unpopular view on here, but a lot of Hibs fans aren't hugely different from Hearts fans, just a bit more bitter and battered by living in our shadow. I've got Hibs fans in my family and have worked with loads down the years and a lot of them are as committed to their club as we are. But they do have their share of cretins.

And if the Hibs fans couldn't save the club then to raise funds, Irvine Welsh could write another book, Grant Stott could turn it into a panto, The Proclaimers could write the music for it and Dougray Scott could turn it into a film. And Andy Murray could bounce a tennis ball on his racquet.

To be honest, I think Monty has beaten him to it.

 

🙂

[scott herbertson]

11 minutes ago, leginten said:

To be honest, I think Monty has beaten him to it.

 

🙂

 

 

Bravo!

[Vlad Magic]

6 hours ago, loveofthegame said:

 

I agree, this thread all feels very Serge (or whatever that weird guys name was)... 

 

Sergey and those who believed his tripe were instrumental in attempting to scupper the plan to rescue us.

 

He was a complete nut job fantasist!!

 

Enjoying hearing news from ER regarding their financial and structural issues isn’t even in the same ball park.

 

The irony in all of this is they very well may succumb to the exact same fate they were actively trying to promote.

 

Karma is such a bitch sometimes.

[Deid Heid]

Sounds as though it could be catastrophic, but played out over the course of a few years. That will be an extremely slow, painful (for h1b5) and lingering demise.

 

Sweet, sweet Karma!

[Jack Torrance]

21 hours ago, Footballfirst said:

I had a discussion with an FOH director a couple of months ago who agreed that the Articles needed updated to reflect some of the issues I was concerned about (one has already been done). I understand that Gerry Mallon is planning such a review to make them future proof and to deal with potential problems like share issues.

 

I personally don't agree with the need for the 90%. Perhaps the FOH Board will revisit it as part of the review. The last vote on it was 72% to 28% in favour of a 75% threshold, but the motion itself needed a 75% vote, so wasn't carried, despite a clear majority in favour. That is a situation that could be magnified should the use of a super majority be extended, with just 10% of members able to block a resolution.

90% must not change. Why weaken the very reason we saved our club. Respectfully, I wish that chat would gtf. 

[davemclaren]

32 minutes ago, Jack Torrance said:

90% must not change. Why weaken the very reason we saved our club. Respectfully, I wish that chat would gtf. 

72% disagreed with you when it was voted on. 

[Jack Torrance]

15 minutes ago, davemclaren said:

72% disagreed with you when it was voted on. 

Fair enough, but give me the reasons it's better than 90%. What's the benefit that would make me change my mind?

 

 

[Sooks]

29 minutes ago, davemclaren said:

72% disagreed with you when it was voted on. 

Looking at how easily the vermin were hoodwinked , that just makes me feel safe . Seriously , if this Foley pish had been presented to FOH , I would not be confident of 25 % of us seeing through it , but I would 10 

 

 

 

 

Edited February 6 by Sooks